UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
FORM 8-K
CURRENT REPORT
 
 
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 

Date of Report (Date of earliest event reported)   
May 20, 2011
 
 
(May 17, 2011)
 

 
Commission
 
Name of Registrant, State of Incorporation,
 
I.R.S. Employer
File Number
 
Address and Telephone Number
 
Identification No.
         
001-32462
 
PNM Resources, Inc.
 
85-0468296
   
(A New Mexico Corporation)
   
   
Alvarado Square
   
   
Albuquerque, New Mexico  87158
   
   
(505) 241-2700
   
         
         
         
         
         
         
         
         
         
         
         
______________________________
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
o
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)


 
 
 

Item 5.02.  Departure of Directors or Certain Officers; Election of Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

              (e)  Compensatory Arrangements of Certain Officers

As discussed below under Item 5.07, on May 17, 2011, the stockholders of PNM Resources, Inc. (“PNMR”) approved an amendment to PNMR’s Second Amended and Restated Omnibus Performance Equity Plan (the “PEP”).  The terms of the amendment to the PEP were previously disclosed in PNMR’s definitive proxy statement (the “2011 Proxy Statement”) for its 2011 Annual Meeting of Stockholders (the “Meeting”), which was filed with the Securities and Exchange Commission on April 5, 2011.  A copy of the PEP amendment was included with the 2011 Proxy Statement, is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.

Item 5.07.  Submission of Matters to a Vote of Security Holders.
 
At the Meeting, PNMR’s stockholders voted on the election of the ten nominated directors to serve for the ensuing year; on a proposal to ratify the appointment of Deloitte & Touche LLP to serve as PNMR’s independent public accountants for the year ending December 31, 2011; on the proposal to approve the amendment to the PEP; on a proposal to approve, on an advisory basis, the compensation of PNMR’s named executive officers (“NEOs”); and, on an advisory basis, on the frequency of future advisory votes on NEO compensation.
 
As of March 28, 2011, the record date for the Meeting, there were 86,673,174 shares of PNMR’s common stock and 477,800 shares of PNMR’s Convertible Preferred Stock, Series A (“preferred stock”)  outstanding and entitled to vote at the Meeting. The preferred stockholders are entitled to vote together with the holders of common stock on all matters which are voted on by PNMR’s shareholders, except the election of directors.  Each share of preferred stock was entitled to 10 votes at the Meeting because each share of preferred stock is convertible into 10 shares of common stock, subject to certain anti-dilution adjustments.
 
All matters voted on at the Meeting were approved by PNMR’s stockholders. Set forth below are the final voting results for each of the proposals submitted to a vote of PNMR’s stockholders at the Meeting.
 
At the Meeting, PNMR’s common stockholders elected, by the vote indicated below, the following ten persons as directors, each to serve as such until PNMR’s annual meeting of stockholders to be held in 2012:
 
 
Director
 
Votes For
 
 
Votes Withheld
 
Broker
Non-Votes
Adelmo E. Archuleta
69,659,925
 
507,572
 
7,801,748
Patricia K. Collawn
69,640,403
 
527,094
 
7,801,748
Julie A. Dobson
68,275,429
 
1,892,068
 
7,801,748
Robert R. Nordhaus
69,646,459
 
521,038
 
7,801,748
Manuel T. Pacheco, Ph.D
68,248,563
 
1,918,934
 
7,801,748
Bonnie S. Reitz
69,398,426
 
769,071
 
7,801,748
Donald K. Schwanz
68,523,261
 
1,644,236
 
7,801,748
Jeffry E. Sterba
69,452,520
 
714,977
 
7,801,748
Bruce W. Wilkinson
69,669,464
 
498,033
 
7,801,748
Joan B. Woodard, Ph.D
68,267,351
 
1,900,146
 
7,801,748

At the Meeting, PNMR’s common and preferred stockholders, voting together, approved the proposal to ratify the appointment of Deloitte & Touche LLP to serve as PNMR’s independent public accountants for the year ending December 31, 2011, by the vote indicated below:

Votes For
 
Votes Against
 
Abstentions
82,294,747
 
  376,435
 
76,063


 
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At the Meeting, PNMR’s common and preferred stockholders, voting together, approved the proposal to amend the PEP, by the vote indicated below:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
70,960,853
 
             3,173,869
 
810,775
 
7,801,748

At the Meeting, PNMR’s common and preferred stockholders, voting together, approved, on an advisory basis, the compensation of PNMR’s NEOs, by the following vote:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
65,145,223
 
               3,375,531
 
6,424,743
 
7,801,748

At the Meeting, PNMR’s common and preferred stockholders, voting together, recommended, on an advisory basis, that PNMR conduct future stockholders advisory votes on NEO compensation every year, by the following vote:
 
1 Year
 
2 Years
 
3 Years
 
Abstain
 
Broker
Non-Votes
62,304,940
 
129,861
 
6,052,625
 
6,458,071
 
7,801,748

PNMR has considered the stockholder vote regarding the frequency of stockholder advisory votes on NEO compensation and determined that it will hold an advisory vote on its executive compensation every year until the next vote on frequency, which will be no later than PNMR’s Annual Meeting of Stockholders in 2017.

Item 9.01          Financial Statements and Exhibits.

(d) Exhibits:

Exhibit
   
Number
 
           Description
     
     
10.1
 
Amendment to PNMR’s Second Amended and Restated Omnibus Performance Equity Plan dated May 17, 2011

 
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
PNM RESOURCES, INC.
 
(Registrant)
   
   
Date:  May 20, 2011
/s/ Thomas G. Sategna
 
Thomas G. Sategna
 
Vice President and Corporate Controller
 
(Officer duly authorized to sign this report)



 
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Exhibit 10.1
FIRST AMENDMENT
TO THE
PNM RESOURCES, INC.
SECOND AMENDED AND RESTATED
OMNIBUS PERFORMANCE EQUITY PLAN

PNM Resources, Inc. (the “Company”) previously established the “PNM Resources, Inc. Omnibus Performance Equity Plan” (the “Plan”).  The Plan has been revised on a number of occasions and was most recently amended and restated in its entirety effective as of May 19, 2009 by the adoption of the PNM Resources, Inc. Second Amended and Restated Omnibus Performance Equity Plan.  By this instrument, the Company wishes to amend the Plan to increase the total number of shares available for issuance under the Plan as Restricted Stock, Restricted Stock Rights, Performance Shares and Performance Unit Awards and to make other technical changes to bring the Plan into agreement with current ISS proxy voting guidelines.
1.   This First Amendment shall be effective as of the date on which it is approved by the Company’s shareholders at the Company’s 2011 Annual Meeting.
2.   Section 4.2 ( Administration – Awards ) of the Plan is hereby amended and restated in its entirety to read as follows:
4.2             Awards .   The Committee shall have the authority, in its sole discretion, to determine the Participants who are entitled to receive Awards under the Plan, the types of Awards, the times when Awards shall be granted, the number of Awards, the purchase price or exercise price, if any, the period(s) during which such Awards shall be exercisable (whether in whole or in part), the restrictions applicable to Awards, the form of each Award Agreement, which need not be the same for each Participant, and the other terms and provisions of any Award (which need not be identical).  The Committee shall have the authority to modify existing Awards, subject to Section 17 of this Plan.  Notwithstanding the foregoing, the Committee will not have the authority to (i) accelerate the vesting or waive the forfeiture of any Performance-Based Awards, or (ii) amend or adjust the terms of any outstanding Award to reduce the exercise price or purchase price of any outstanding Award, including any Option or SAR or cancel any outstanding Option or SAR in exchange for cash or any other Award or in exchange for any other Option or SAR with an exercise price that is less than the exercise price of the original Option or SAR without the approval of the
 
 
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Company’s shareholders, other than an adjustment upon occurrence of any of the events indicated in Section 5.3.
 
3.   Section 5.1  ( Stock Subject to Plan – Number ) of the Plan is hereby amended and restated in its entirety to read as follows:
 
5.1             Number .  The total number of shares of Stock subject to all Awards under the Plan may not exceed 12,343,000, subject to adjustment upon occurrence of any of the events indicated in Section 5.3.  The number of shares of Stock subject to Restricted Stock, Restricted Stock Right, Performance Share and Performance Unit Awards may not exceed 3,240,000, subject to adjustment upon occurrence of any of the events indicated in Section 5.3.  The shares to be delivered under the Plan may consist, in whole or in part, of authorized but unissued Stock or shares purchased on the open market or treasury Stock not reserved for any other purpose.
 
4.   Section 14.1 ( Non-Transferability – General ) of the Plan is hereby amended by replacing the first sentence thereof:
 
The Committee may, in its sole discretion, determine the right of a Participant to transfer any Award granted under Plan, provided that in no event may an Award be transferred for value or consideration.
 
5.   This First Amendment amends only the provisions of the Plan as noted above, and those provisions not expressly amended shall be considered in full force and effect.  Notwithstanding the foregoing, this First Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions and intent of this First Amendment.
IN WITNESS WHEREOF, PNM Resources, Inc. has caused this First Amendment to be executed as of this 17 th day of May, 2011.
 
PNM RESOURCES, INC.
 
 
By:          / s/ P. K. Collawn                                                         
         Its:  President and Chief Executive Officer

 
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